I have a business transaction that I'm working on where the business being sold does a lot of government contracts. The buyer is a publicly traded company. The seller (my client) is a regional company located in Missouri. The buyer insists on a Delaware choice of law.

To properly assign the government contracts as part of the transaction, the applicable government GSA regulations requires an opinion letter from the seller's attorney that the transaction documents actually convey ownership of the business assets. The transaction documents are relatively standards forms for an APA, bill of sale, assignment of contracts, etc. The GSA won't accept anything from me offering my opinion based on generally-accepted business law principles, so we have to farm out the opinion letter to someone licensed in Delaware. I have the form opinion letter, and all I need the Delaware attorney to do is look at the transaction documents and say "yes, this legally transfers ownership of the assets" and then copy and paste the GSA-provided form letter on their letterhead.